Groupe Renault - 2020 Universal Registration Document

449 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020 05 GENERAL INFORMATION RELATING TO RENAULT’S SHARE CAPITAL GROUPE RENAULT GROUPE RENAULT: A COMPANY THAT ACTS RESPONSIBLY CORPORATE GOVERNANCE FINANCIAL STATEMENTS RENAULT AND ITS SHAREHOLDERS ANNUAL GENERAL MEETING OF RENAULT ON APRIL 23, 2021 ADDITIONAL INFORMATION The French State’s neutralized voting rights do not have an impact on the outcome of the vote for resolutions subject to capping, unlike voting rights that are freely exercisable by the French State and the other shareholders. The restriction on the free exercise of the French State’s voting rights applies to all decisions within the competence of the Ordinary General Meeting, with the exception of the following decisions, for which the French State may freely exercise all of its double voting rights: allocation of earnings, fixing of the dividend and its payout date; P the option of receiving all or part of the dividend payout in cash or P in shares; appointment of directors representing the French State, renewal of P their terms of office or ratification of their appointments by the Board of Directors; removal of directors representing the French State; P approval of the sale of significant assets; P related-party agreements against which the representatives of P the French State voted on the Board of Directors; and grant of delegation to the Board of Directors to trade in Renault’s P shares, in the event of a program to buyback one or more blocks of shares from one or more identified shareholders. For Extraordinary General Meetings, the French State may freely exercise all of its voting rights, with the exception of the following decisions for which the French State’s freely exercisable voting rights are capped, namely: grant or renewal of delegations of authority or powers to the P management bodies of Renault whose terms are consistent with the existing practices of Renault as demonstrated over the five years preceding the decision; decision or delegation granted to the Board of Directors to award P stock-options, allocate consideration-free shares or issue shares or securities giving access to the capital to the employees and company officers of the Group; modification of the age limit for the exercise of functions or the term P of office of directors and senior executive officers; and transfer of the head office (except outside of France). P IMPLEMENTATION OF RESTRICTIONS ON THE FREE EXERCISE OF VOTING RIGHTS ATTACHED TO SHARES HELD BY THE FRENCH STATE AT ANNUAL GENERAL MEETINGS Accounts Voting conditions Percentage of voting rights exercisable Quorum less than or equal to 70% Quorum greater than 70% Simple majority Qualified majority Simple majority Qualified majority Account 7 1/3 (2.87%) No No No No Account 6 Postal voting 8.6% 1/6 (1.43%) No Yes No Yes Account 5 1/2 (4.3%) Yes Yes Yes Yes Account 4 1/3 (0.7%) No No Free Free Account 3 Voting by proxy 2.1% 1/6 (0.35%) No Yes Free Free Account 2 1/2 (1.05%) Yes Yes Free Free Account 1 Postal voting 17.9% 1 (17.9%) Free Free Free Free Resolutions submitted by a shareholder other than the French State are not subject to the restriction mechanism if the French State votes according to the recommendations of the Board of Directors of Renault. Restrictions on the free exercise of voting rights shall cease to apply if: Nissan exercises the voting rights attached to its shares at any P Renault Annual General Meeting; and the Restated Alliance Master Agreement entered into between P Renault and Nissan on March 28, 2002 (as amended on April 29, 2005, November 7, 2012 and December 11, 2015) is amended, and the representatives of the French State did not vote in favor thereof on the Board of Directors, or if the said Restated Alliance Master agreement is terminated. In addition, the restriction is suspended: in the event of a public offer on the financial securities of Renault P initiated by any person, from the announcement thereof until the expiration of the offer period; and as long as a person (with the exception of the French State, but P including Nissan), acting alone or in concert, owns, directly or indirectly, immediately or in future, a participation or an economic exposure representing more than 15% of the share capital or voting rights of the Company. In the event of violation by the French State of its commitments under the corporate governance agreement, Renault may seek conversion into bearer shares of all Renault shares owned by the French State, thus depriving them of the double voting rights for a period of two years. BNP Paribas Securities Services, the custodian for Renault’s shares, assists Groupe Renault in the implementation of this mechanism through the management of the seven fully registered shareholder accounts in which the Renault shares held by the French State are registered. The terms of its involvement are set out in an agreement for the implementation of the corporate governance agreement, which was signed on February 4, 2016 between Renault, the French State and BNP Paribas Securities Services.